Return of capital
27 Septiembre 2011 - 1:01AM
UK Regulatory
TIDMEVT
This announcement should not be transmitted, distributed or released in or onto
any jurisdiction in which such an act would constitute a violation of the
relevant laws of such jurisdiction.
27 September 2011
Eurovestech plc
(the "Company" or "Eurovestech")
Further re. Proposed Return of Cash to Shareholders of 4 pence per Ordinary
Share
Introduction
On 22 June 2011, the Company announced an intention to return in excess of half
of the GBP25 million proceeds received in connection with the sale of one of its
portfolio companies, ToLuna plc (now called ToLuna Group Limited). The Company
today announces that, following a detailed assessment of the Company's cash
requirements for investment in its current business and for investment in
future opportunities, it proposes to return approximately GBP13.25 million to
Shareholders by way of the Return of Cash.
Details of the principal features of the Return of Cash are set out below. The
structure that the Company has chosen allows it to effect the Return of Cash
while at the same time providing Shareholders with some flexibility as to how
they wish to receive the proceeds.
The Return of Cash will not affect the number of Ordinary Shares held by
Shareholders or the rights (including voting rights) attaching to such Ordinary
Shares.
Shareholder approval is required for the Return of Cash and, accordingly, a
General Meeting will be convened at the offices of Eurovestech, 29 Curzon
Street, London, W1J 7TL at 11.00 a.m. on 14 October 2011.
A circular setting out further details of the Return of Cash and incorporating
a notice convening the General Meeting (the "Circular") is expected to be
posted to Shareholders later today.
Principal features of the Return of Cash
The Return of Cash consists of the D Share Issue, the D Share Dividend and the
proposed D Share Tender Offer to be made by Cenkos.
Shareholders will receive one D Share for each Ordinary Share held on the
Record Date for the D Share Issue.
Each D Share will carry the right to receive the D Share Dividend of 4 pence
per D Share.
Following the Record Date for the D Share Issue, but before the D Share
Dividend is declared, Cenkos will offer to acquire D Shares for 4 pence per D
Share pursuant to the D Share Tender Offer. Shareholders (other than
Shareholders resident in any of the Prohibited Territories) can choose to
accept the D Share Tender Offer in respect of some or all of the D Shares they
receive.
D Share Dividend
The D Share Dividend of 4 pence per D Share is expected to be declared on or
about 21 October 2011 and it is expected that Shareholders receiving the D
Share Dividend will be sent cheques or their CREST accounts will be credited in
respect of such D Share Dividend on 28 October 2011 (or such later date as the
Directors may determine). Following payment of the D Share Dividend, the D
Shares will convert to Deferred Shares having very limited rights.
Shareholders will receive the D Share Dividend in respect of all of their D
Shares unless they accept the D Share Tender Offer in respect of some or all of
their D Shares. Shareholders will not need to take any further action, return a
Form of Acceptance or submit a TTE Instruction to receive the D Share Dividend
in respect of all their D Shares.
D Share Tender Offer
Subject to the Resolution being passed at the General Meeting, Cenkos has
agreed to offer to acquire D Shares for 4 pence per D Share on or about 19
October 2011, free of all dealing expenses and commissions pursuant to the D
Share Tender Offer. Shareholders who accept the D Share Tender Offer will
receive payment for such D Shares on or about 28 October 2011. Shareholders who
sell D Shares to Cenkos pursuant to the D Share Tender Offer will not be
entitled to receive the D Share Dividend in respect of such D Shares.
Shareholders who do not properly complete and return a Form of Acceptance or,
if they hold their Ordinary Shares in CREST, do not send a valid TTE
instruction, will receive the D Share Dividend in respect of all their D
Shares.
Further information on each of the D Share Dividend and the D Share Tender
Offer, along with further information on the rights and restrictions attaching
to the D Shares and the Deferred Shares will be set out in the Circular.
For regulatory reasons, Shareholders resident in any of the Prohibited
Territories are not entitled to accept the D Share Tender Offer and any
purported acceptance of the D Share Tender Offer will be void and such
Shareholder will instead receive the D Share Dividend.
Based on the closing middle market price of 13.125 pence per Ordinary Share on
26 September 2011 (the latest practicable date prior to the making of this
announcement), the proposed D Share Dividend represents approximately 30.5 per
cent. of Eurovestech's market capitalisation at that date.
Shareholders should read the relevant tax information which will be included in
the Circular since the D Share Dividend and the D Share Tender Offer will have
different UK tax consequences. Shareholders who are in any doubt as to their
tax position or who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.
None of the D Shares to be issued in connection with the Return of Cash, nor
the Deferred Shares arising on the conversion of the D Shares following payment
of the D Share Dividend, will be admitted to trading on AIM or any other
securities exchange. The Ordinary Shares will continue to be admitted to
trading on AIM.
Eurovestech Share Schemes
Participants in the Eurovestech Share Schemes are not eligible to participate
in the Return of Cash in respect of any unexercised options that they hold.
Following the Return of Cash, and in accordance with the rules of each scheme,
an adjustment may be required to be made to the exercise price and/or the
number of Ordinary Shares over which participants in the Eurovestech Share
Schemes hold unexercised options. This is to ensure that the participants'
entitlements remain comparable before and after the Return of Cash. The
remuneration committee of the Board must confirm that any proposed adjustment
is, in their opinion, fair and reasonable. To the extent that an adjustment is
made, participants in the Eurovestech Share Schemes holding unexercised options
will be notified at the appropriate time.
General Meeting
Shareholder approval is required for the Return of Cash and accordingly a
General Meeting will be convened at 11.00 a.m. on 14 October 2011 to approve
the Resolution. A summary explanation of the Resolution and the notice of the
General Meeting will be set out in the Circular. A Form of Proxy for use in
respect of the General Meeting will be enclosed with the Circular.
Circular
The Circular is expected to be dispatched to Shareholders later today and will
be available on the Company's website at www.eurovestech.com.
Neither the content of the Company's website nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of a recognised information service, should any such content
be relied upon in reaching a decision as to whether or not to acquire, continue
to hold, or dispose of securities in the Company.
Eurovestech plc
Richard Bernstein - Chief Executive Tel. 020 7478 9070
Merchant Securities Limited
David Worlidge/Simon Clements Tel. 020 7628 2200
Cenkos Securities plc
Stephen Keys Tel. 020 7397 8900
APPENDIX I
EXPECTED TIMETABLE OF EVENTS
2011
Latest time and date for receipt of Forms of 11.00 a.m. on 12 October
Proxy for the General Meeting
General Meeting 11.00 a.m. on 14 October
Latest time for receipt of Forms of Acceptance 1.00 p.m. on 17 October
and TTE instructions from CREST holders in
relation to the D Share Tender Offer
Record Date for the D Share Issue and D Shares 5.00 p.m. on 17 October
issued
Entitlement of holders of Ordinary Shares to 8.00 a.m. on 18 October
receive D Shares ceases
Cenkos makes the D Share Tender Offer to 7.00 a.m. on 19 October
purchase D Shares by means of an announcement
on the Regulatory News Service of the London
Stock Exchange and D Shares purchased pursuant
to the D Share Tender Offer
D Share Dividend declared and D Shares convert 7.00 a.m. on 21 October
into Deferred Shares
CREST accounts credited or despatch of cheques as soon as practicable after
in respect of the D Share Dividend and/or the 8.00 a.m. on 28 October
D Share Tender Offer
Notes:
1 References to time in this announcement are to London time.
2 If any of the above times or dates should change, the revised times and/or
dates will be notified to Shareholders by an announcement on the Regulatory
News Service of the London Stock Exchange.
3 All events in the above timetable following the General Meeting are
conditional upon approval by Shareholders of the Resolution to be proposed at
the General Meeting.
APPENDIX II
DEFINITIONS
In this announcement the following definitions apply unless the context
requires otherwise:
"AIM" the AIM market of the London Stock Exchange
"Board" or "Directors" the board of directors of Eurovestech
"Cenkos" Cenkos Securities plc, broker to Eurovestech
"Company" or Eurovestech plc, registered in England and Wales with
"Eurovestech" company number 3913197
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) in respect of which
Euroclear is the Operator (as defined in such
regulations)
"D Share Dividend" the dividend of 4 pence per D Share
"D Share Issue" the reorganisation of the Company's share capital
comprising the issuance of the D Shares
"D Shares" non-voting shares of 0.001 pence each in the capital
of the Company
"D Share Tender Offer" subject to the Resolution being passed, the tender
offer to be made by Cenkos, acting as principal, to
purchase D Shares on 19 October 2011
"Deferred Shares" the unlisted deferred shares, the rights and
restrictions of which will be set out in the Circular
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"Eurovestech Share the Eurovestech Approved Executive Share Option
Schemes" Scheme and the Eurovestech Unapproved Executive Share
Option Scheme, each adopted by the Board on 20 July
2001
"Form of Acceptance" a form to be enclosed with the Circular by which a
Shareholder (other than a Shareholder in a Prohibited
Territory) may accept the D Share Tender Offer
"Form of Proxy" the form of proxy to be enclosed with the Circular,
for use by Shareholders in connection with the
General Meeting
"General Meeting" the General Meeting of the Company to be held at
11.00 a.m. on 14 October 2011, notice of which will
be set out in the Circular
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" issued ordinary shares of one penny each in the
capital of Eurovestech
"Prohibited Territories" any territory outside of the EEA
"Record Date for the D 5.00 p.m. on 7 October 2011 (or such other time or
Share Issue" date as the Directors may determine)
"Resolution" the special resolution to be proposed at the General
Meeting to implement the Return of Cash
"Return of Cash" the transaction comprising the D Share Issue, the D
Share Dividend and the D Share Tender Offer
"Shareholders" holders of Ordinary Shares and/or D Shares, as the
context may require
"TTE Instruction" transfer to escrow instruction (as defined in the
CREST manual published by Euroclear)
END
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